Circle Internet Group (CRCL) officer withholds shares to cover RSU taxes

Rhea-AI Filing Summary

Circle Internet Group, Inc. officer Nikhil Chandhok had shares withheld to cover taxes on vested stock units. On 02/02/2026, 14,479 shares of Class A common stock were withheld at $63.93 per share in a tax-related transaction coded “F.”

After this withholding, Chandhok beneficially owns 425,295 Class A shares, including 210,755 shares held outright and 214,540 shares subject to outstanding restricted stock units. The filing reflects an automatic tax withholding event rather than an open-market trade.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chandhok Nikhil

(Last) (First) (Middle)

C/O CIRCLE INTERNET GROUP, INC.

ONE WORLD TRADE CENTER, 87TH FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Circle Internet Group, Inc. [ CRCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Product & Tech. Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/02/2026		F(1)		14,479	D	$63.93	425,295(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares of Class A common stock were withheld to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.

2. Represents 210,755 shares of Class A common stock held outright by the Reporting Person and 214,540 shares of Class A common stock subject to outstanding restricted stock units.

Remarks:

	/s/ Sarah K. Wilson, as Attorney-in-Fact for Nikhil Chandhok	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did CRCL officer Nikhil Chandhok report?

Chandhok reported a tax-withholding transaction, not an open-market trade. On 02/02/2026, 14,479 Class A shares were withheld at $63.93 each to satisfy taxes owed upon the vesting of restricted stock units.

How many Circle Internet Group (CRCL) shares does Nikhil Chandhok own after this filing?

After the transaction, Chandhok beneficially owns 425,295 Class A shares. This consists of 210,755 shares held outright and 214,540 shares tied to outstanding restricted stock units granted as equity compensation.

Was the CRCL insider transaction a sale into the market?

No, the transaction reflects shares withheld for taxes on vested restricted stock units. The company retained 14,479 shares at $63.93 to cover Chandhok’s tax obligation, rather than a discretionary sale on the open market.

What does transaction code F mean in the CRCL Form 4?

Transaction code F indicates a tax-related withholding of shares upon vesting of equity awards. In this case, Class A shares were withheld to satisfy Chandhok’s tax liability tied to restricted stock units, rather than voluntarily sold.

What role does Nikhil Chandhok hold at Circle Internet Group (CRCL)?

Chandhok serves as Chief Product & Tech Officer at Circle Internet Group, Inc. His Form 4 reflects equity compensation activity and related tax withholding associated with that executive position.